“THE SECURITIES AND THE SECURITIES INTO
WHICH THIS SECURITY MAY BE CONVERTED ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”


 


“TRANSFER OF THESE SECURITIES AND THE
SECURITIES INTO WHICH THIS SECURITY MAY BE CONVERTED IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS
MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”


 


Original Issue Date: April 27, 2015


Original Conversion Price (subject to adjustment
herein): $0.15


 


$500,000


  


8% CONVERTIBLE NOTE


DUE JANUARY 31, 2018


 


THIS NOTE is one of a
series of duly authorized and validly issued 8% Convertible Notes of Event Cardio Group, Inc., a Nevada corporation, (the “Company”),
having its principal office at 2798 Thamesgate Drive, Mississauga, Ontario, Canada L4T 4E8, designated as its 8% Convertible Notes
due January 31, 2018, as the same may be supplemented, modified, amended, restated or replaced from time to time in the manner
provided herein, this “Note” and, collectively with the other such series of notes, the “Notes”.


 


FOR VALUE RECEIVED, the
Company promises to pay to MEDPAC ASIA PACIFIC PTY. LTD. (Australian Company Number 604 389 577) or its registered assigns (the
“Holder”), or shall have paid pursuant to the terms hereunder, the principal sum of US$500,000 on January 31,
2018 (the “Maturity Date”) or such earlier date as this Note is required or permitted to be repaid as provided
hereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note,
all in accordance with the provisions hereof. This Note is subject to the following additional provisions:


 


Section 1.Definitions.
For the purposes hereof, the following terms shall have the following meanings:


 


“Bankruptcy Event” means any of the following events: (a) the
Company commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of
debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any Significant
Subsidiary thereof; (b) there is commenced against the Company any such case or proceeding that is not dismissed within 60
days after commencement; (c) the Company is adjudicated insolvent or bankrupt or any order of relief or other order approving
any such case or proceeding is entered; (d) the Company suffers any appointment of any custodian or the like for it or any
substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment; (e) the
Company makes a general assignment for the benefit of creditors; (f) the Company calls a general meeting of all or
substantially all of its creditors for the stated purpose of arranging a composition, adjustment or restructuring of its
debts; or (g) the Company, by any act or document, expressly indicates its consent to, approval of or acquiescence in any of
the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.


 


“Business
Day” means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any
day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Common
Stock” means the common stock, par value $.001 per share, of the Company and stock of any other class of securities
into which such securities may hereafter be reclassified or changed into.


 



     


    	 



    




“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the
terms hereof.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Original
Issue Date” means the date of the first issuance of the Notes, regardless of any transfers of any Note and regardless
of the number of instruments which may be issued to evidence such Notes.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Purchase
Agreement” means the Regulation S Subscription Agreement and Investor Representation, dated as of February 3, 2015 among
the Company and the original Holders, as amended, modified or supplemented from time to time in accordance with its terms.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Trading
Day” means a day on which the principal Trading Market is open for business.


 


“Trading
Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
the New York Stock Exchange or the OTC Bulletin Board.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg
L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time); (b) if the Common Stock
is not then listed or quoted for trading on a Trading Market and if prices for the Common Stock are then reported in the “Pink
Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices),
the most recent bid price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of
a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable
to the Company.


 


Section 2.Interest.


 


a) Payment of Interest. The Company shall pay interest in cash to the Holder from the Date of Original Issuance on the aggregate
unconverted and then outstanding principal amount of this Note at the rate of 8% per annum, payable annually on January 31 of
each year commencing January 31, 2016, on each Conversion Date (as to that principal amount then being converted), on each Optional
Redemption Date (as to that principal amount then being redeemed) and on the Maturity Date (each such date, an “Interest
Payment Date”) (if any Interest Payment Date is not a Business Day, then the applicable payment shall be due on the
next succeeding Business Day); provided, however, that the Holder upon written notice to the Company may elect to
have accrued but unpaid interest added to the principal amount of this Note in lieu of any interest payment.


 


b) Interest
Calculations. Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods,
and shall accrue daily on the outstanding principal balance commencing on the Original Issue Date until payment in full of
the principal sum, together with all accrued and unpaid interest, and other amounts which may become due hereunder, has
been made. Interest shall cease to accrue with respect to any principal amount converted, provided that the Company actually
delivers the Conversion Shares within the time period required by Section 4(d)(ii) herein. Interest hereunder will be paid to
the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this
Note (the “Note Register”).


 



     


    	 



    




a)
Prepayment. The Company, at its option, may prepay all (but not less than all) of the principal amount of this Note, together
with any interest accrued thereon to the date of redemption (the “Redemption Date”) upon ten (10) days prior
written notice to the Holders (the “Notice of Redemption’); provided, however, the Holder may elect to convert
the outstanding principal amount of this Note pursuant to Section 4 prior to actual payment in cash for such redemption by the
delivery of a Notice of Conversion to the Company, and further provided, that if upon receipt of a Notice of Redemption the Holder
does not elect to convert this Note, and the VWAP for the Ten Trading Days immediately preceding the date of the Notice of Redemption
is less than $0.15, the Company shall issue to Holders of the Note on the Redemption Date warrants to purchase that number of
shares of its Common Stock equal to 1% of the total number of shares of Common Stock outstanding on the Redemption Date (the “Total
Warrant Shares”) in the form annexed hereto as Annex I (the “Warrants”). The Warrants shall be exercisable
on or before the third anniversary of the Redemption Date at an exercise price of $0.15 per share, but provide for the exercise
of the Warrants on a cashless basis.


 


Section 3.
Registration of Transfers and Exchanges.


 


a) Different Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized
denominations, as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer
or exchange.


 


b)  Investment Representations. This Note has been issued (as one of the "Securities" identified thereunder) subject
to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged
only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.


 


c)  Reliance on Note Register. Prior to due presentment for transfer to the Company of this Note, the Company may treat the
Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment
as herein provided and for all other purposes, whether or not this Note is overdue, and the Company shall not be affected by notice
to the contrary.


 


Section 4.
Conversion.


 


a)  Voluntary
Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be
convertible, in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to
time. The Holder shall effect conversions by delivering to the Company a Notice of Conversion, the form of which is attached
hereto as Annex B (a “Notice of Conversion”), specifying therein the principal amount of this Note
to be converted and the date on which such conversion shall be effected (such date, the “Conversion
Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that
such Notice of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to
physically surrender this Note to the Company unless the entire principal amount of this Note, plus all accrued and unpaid
interest thereon, has been so converted. Conversions hereunder shall have the effect of lowering the outstanding principal
amount of this Note in an amount equal to the applicable conversion. The Holder and the Company shall maintain records
showing the principal amount(s) converted and the date of such conversion(s). The Company may deliver an objection to any
Notice of Conversion within 1 Business Day of delivery of such Notice of Conversion. In the event of any dispute or
discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. The
Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this
paragraph, following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be
less than the amount stated on the face hereof.


 


b) Conversion Price. The conversion price in effect on any Conversion Date shall be equal to $0.15, subject to adjustment
herein (the “Conversion Price”).


 


 c) Mechanics of Conversion.




 



     


    	 



    




i.
 Conversion
Shares Issuable Upon Conversion of Principal Amount. The number of shares of Common Stock issuable upon a
conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this
Note to be converted by (y) the Conversion Price.


 



ii. Delivery of Certificate Upon Conversion. Not later than three Trading Days after each Conversion Date (the “Share
Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates
representing the Conversion Shares which, on or after the Effective Date, shall be free of restrictive legends and trading restrictions
(other than those which may then be required by the Purchase Agreement) representing the number of shares of Common Stock being
acquired upon the conversion of this Note and (B) a check in the amount of accrued and unpaid interest (unless the Holder by written
notice to the Company has elected to add the amount of accrued interest otherwise payable to the principal amount of this Note
to be converted).


 


iii. Obligation Absolute. The Company’s obligations to issue and deliver the Conversion Shares upon conversion
of this Note in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by
the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment
against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or
any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged
violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit
such obligation of the Company to the Holder in connection with the issuance of such Conversion Shares; provided, however,
that such delivery shall not operate as a waiver by the Company of any such action the Company may have against the Holder.
In the event the Holder of this Note shall elect to convert any or all of the outstanding principal amount hereof, the
Company may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with the Holder has
been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to
Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained, and the
Company posts a surety bond for the benefit of the Holder in the amount of 125% of the outstanding principal amount of this
Note, which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of
the underlying dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the
absence of such injunction, the Company shall issue Conversion Shares and, if applicable, cash in payment of accrued
interest, upon a properly noticed conversion.


 


iv. Reservation of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available
out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note, free
from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders
of the Notes), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions
set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the
conversion of the outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all
shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and non-assessable.


 


v. Fractional Shares. Upon a conversion hereunder
the Company shall not be required to issue stock certificates representing fractions of shares of Common Stock, but may if otherwise
permitted, make a cash payment in respect of any final fraction of a share based on the VWAP at such time. If the Company elects
not, or is unable, to make such a cash payment, the Holder shall be entitled to receive, in lieu of the final fraction of a share,
one whole share of Common Stock.


 


vi. Transfer Taxes. The issuance of certificates for
shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary
stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the
Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and
delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted and the
Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid.


 



     


    	 



    




Section 5.Certain
Adjustments.


 


a) Stock Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (A) pays a stock dividend
or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock; (B) subdivides
outstanding shares of Common Stock into a larger number of shares; (C) combines (including by way of a reverse stock split) outstanding
shares of Common Stock into a smaller number of shares; or (D) issues, in the event of a reclassification of shares of the Common
Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such
event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any
adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case
of a subdivision, combination or re-classification.


 


b) Fundamental
Transaction. If, at any time while this Note is outstanding, (A) the Company effects any merger or consolidation of the
Company with or into another Person, (B) the Company effects any sale of all or substantially all of its assets in
one transaction or a series of related transactions, (C) any tender offer or exchange offer (whether by the Company or
another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for
other securities, cash or property, or (D) the Company effects any reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or
property (in any such case, a “Fundamental Transaction”), then, upon any subsequent conversion of this
Note, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such
conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash
or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate
Consideration”). For purposes of any such conversion, the determination of the Conversion Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in
respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price
among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the
Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be
received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it
receives upon any conversion of this Note following such Fundamental Transaction. To the extent necessary to effectuate the
foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the
Holder a new promissory note consistent with the foregoing provisions and evidencing the Holder’s right to convert such
debenture into Alternate Consideration. The terms of any agreement pursuant to which a Fundamental Transaction is effected
shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 5(b) and
insuring that this Note (or any such replacement security) will be similarly adjusted upon any subsequent transaction
analogous to a Fundamental Transaction.


 


c)  Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as
of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Company) issued
and outstanding.


 


d) Notice to the Holder.


 


i. Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5,
the Company shall promptly mail to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth
a brief statement of the facts requiring such adjustment.


 



     


    	 



    




ii. Notice to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever
form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common
Stock, (C) the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for
or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall
be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a
party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby
the Common Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed
at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder
at its last address as it shall appear upon the Note Register, at least 20 calendar days prior to the applicable record or effective
date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record
to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such
reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date
as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common
Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or
share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect
the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Note during
the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice.


 


Section 6.
Events of Default.


 


a) 
“Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event
and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or
order of any court, or any order, rule or regulation of any administrative or governmental body):


 


 i. any default in the payment of (A) the principal amount of any
Note or (B) interest and other amounts owing to a Holder on any Note, as and when the same shall become due and payable
(whether on a Conversion Date or the Maturity Date or by acceleration or otherwise) which default, solely in the case of an
interest payment or other default under clause (B) above, is not cured within five Trading Days;


 


ii. the Company shall fail to observe or perform any other covenant or agreement contained in the Notes which failure is not cured,
if possible to cure, within the earlier to occur of (A) five Trading Days after notice of such failure sent by the Holder or by
any other Holder and (B) ten Trading Days after the Company has become aware of such failure;


 


iii. any representation or warranty made in this Note or the
Purchase Agreement, any written statement pursuant hereto or thereto or any other report, financial statement or certificate made
or delivered to the Holder or any other Holder shall be untrue or incorrect in any material respect as of the date when made or
deemed made; or


 



iv.
the Company shall be subject to a Bankruptcy Event;


 



     


    	 



    




b)  Remedies
Upon Event of Default. If any Event of Default occurs and is continuing without being waived by the Holder or cured by
the Company, the outstanding principal amount of this Note, plus accrued but unpaid interest, and other amounts owing in
respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and
payable in cash (the “Default Amount”). Upon the payment in full of the Default Amount, the Holder shall promptly
surrender this Note to or as directed by the Company. In connection with such acceleration described herein, the Holder need
not provide, and the Company hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may
immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other
remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to
payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder
receives full payment pursuant to this Section 7(b). No such rescission or annulment shall affect any subsequent Event of
Default or impair any right consequent thereon.


 


Section 7.Miscellaneous.


 


a) Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without
limitation, any Notice of Conversion, shall be in writing and delivered personally, by electronic mail, or sent by a nationally
recognized overnight courier service, addressed to the Company, at the address set forth above, Attention: John Bentivoglio,
President and CEO, or by electronic mail to johnb@eventcardiogroup.ca or such other address as the
Company may specify for such purpose by notice to the Holder delivered in accordance with this Section. Any and all notices or
other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by electronic
mail, or sent by a nationally recognized overnight courier service addressed to the Holder at the electronic mail or other address
of such Holder appearing on the signature page of the Purchase Agreement or in any transfer document delivered to the Company,
as applicable, or such other address as such Holder may specify for such purpose by written notice to the Company delivered in
accordance with this Section. Any notice or other communication or deliveries hereunder shall be deemed given and effective on
the earliest of (i) the date of transmission, if such notice or communication is delivered via electronic mail at the address
specified in this Section 8 prior to 5:30 p.m. (New York City time), (ii) the date immediately following the date of transmission,
if such notice or communication is delivered via electronic mail at the address specified in this Section 8 between 5:30 p.m.
(New York City time) and 11:59 p.m. (New York City time) on any date, (iii) the second Business Day following the date of timely
delivered to a nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. Refusal to accept delivery shall constitute delivery.


 


b) Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of, and accrued interest, as applicable, on this Note
at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company.
This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.


 


c) Lost or Mutilated Debenture. If this Note shall
be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon
cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the
principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft
or destruction of such Note, and of the ownership hereof, and a customary indemnity agreement reasonably satisfactory to the
Company.


 



     


    	 



    




d) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall,
to the greatest extent permitted by applicable law, be governed by and construed and enforced in accordance with the internal
laws of the State of New York and federal laws of the United States of America, without regard to any principles of conflicts
of law thereof that would defer to the substantive laws of any other jurisdiction. Each party agrees that all legal proceedings
concerning the interpretation, enforcement and defense of the transactions contemplated by the Purchase Agreement (whether brought
against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced
in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”).
Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect
to the enforcement of the Purchase Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are
improper or inconvenient venue for such proceeding. The preceding consents to New York governing law and jurisdiction and venue
in New York State's Supreme Court have been made by the parties in reliance (at least in part) on Sections 5-1401 and 5-1402 of
the General Obligations Law of the State of New York, as amended (as and to the extent applicable), and other applicable law.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to
such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by applicable law. In any action, suit or proceeding in any jurisdiction brought by any party against
any other party, each party, knowingly and intentionally and to the fullest extent permitted by applicable law, hereby absolutely,
unconditionally, irrevocably and expressly waives forever trial by jury. If either party shall commence an action or proceeding
to enforce any provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed by the other
party for its attorneys fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action
or proceeding.


 


e) Waiver.
Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be
a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of
the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other
term of this Note. Any waiver by the Company or the Holder must be in writing.


 


f) 
Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain
in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all
other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates
the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the
maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal
of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect
the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives
all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded
the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such
law has been enacted.


 


g)  Next Business Day. Whenever any payment or other
obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding
Business Day.


 


h)  Headings. The headings contained herein are for
convenience only, do not constitute a part of this Note and shall not be deemed to limit or affect any of the provisions
hereof.


 



     


    	 



    




i) Assumption.  Any successor to the Company or any surviving
entity in a Fundamental Transaction shall (i) assume, prior to such Fundamental Transaction, all of the obligations of the Company
under this Note and the other Transaction Documents pursuant to written agreements in form and substance satisfactory to the Holder
(such approval not to be unreasonably withheld or delayed) and (ii) issue to the Holder a new promissory note of such successor
entity evidenced by a written instrument substantially similar in form and substance to this Note, including, without limitation,
having a principal amount and interest rate equal to the principal amount and the interest rate of this Note and having similar
ranking to this Note, which shall be satisfactory to the Holder (any such approval not to be unreasonably withheld or delayed).
 The provisions of this Section 8(i) shall apply similarly and equally to successive Fundamental Transactions and shall be
applied without regard to any limitations of this Note.


 


j) Purchase Agreement. This Note is one of the Notes referred
to in the Purchase Agreement. All of the applicable provisions of the Purchase Agreement are incorporated herein by reference
and made a part hereof. In the event that any specific provision of this Note conflicts or is inconsistent with any specific term
or provision contained in the Purchase Agreement, the specific term or provision of the Purchase Agreement shall control and be
given effect. However, this Agreement contains provisions that are in addition to those contained in the Purchase Agreement, which
each are cumulative with and not alternatives to each other, and which shall not be deemed or construed to be in conflict or inconsistent
with the Purchase Agreement because they are not contained in it.


 


k) Amendment; Holder is a Party. This Note may not be supplemented, modified, amended, restated, waived, extended, discharged
or terminated orally. This Note may only be (i) supplemented, modified, amended or restated in a writing signed by the Company
and the Holder (or in the case of a restated or replacement Note, consented to in a separate writing by the Holder if the Holder
elects not to sign such Debenture) and (ii) waived, extended, discharged or terminated in a writing signed by the party against
whom such waiver, extension, discharge or termination would have to be enforced. By accepting this Note, the Holder acknowledges
and agrees that the Holder (A) is a "party" and one of the "parties" for the purposes of this Note and (A)
is contractually bound by the provisions hereof applicable to it as a party or one of the parties.


 


IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed by a duly authorized officer as of the date first above indicated.


  


	 	 	EVENT CARDIO GROUP, INC.
	 	 	 
	 	 	By:/s/ John Bentivoglio
	 	 	John Bentivoglio
	 	 	President and CEO  









     


    	 



    

 ANNEX A


 


NOTICE OF CONVERSION


 


The undersigned
hereby elects to convert principal under the 8% Convertible Note due January 31, 2018 of Event Cardio Group, Inc., a Nevada corporation
(the “Company”), into shares of common stock, par value $.001 per share (the “Common Stock”),
of the Company according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in
the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and
is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will
be charged to the holder for any conversion, except for such transfer taxes, if any.


  


Conversion calculations:


 


Date to Effect
Conversion:


 


Principal Amount of Note to be Converted:


 


Payment of Interest in Common
Stock __ yes __ no


If yes, $_____ of Interest Accrued on Account of Conversion
at Issue.


 


Number of shares of Common Stock to be issued:


 


Signature:


 


Name:


 


Address:


 



     


    	 



    

Schedule 1


 


CONVERSION SCHEDULE


 


The 8% Convertible Note due on January
31, 2018 in the aggregate principal amount of $____________ are issued by Event Cardio Group, Inc. This Conversion Schedule reflects
conversions made under Section 4 of the above referenced Note.


 


Dated:


 


 


	Date of Conversion 

(or for first entry Original Issue Date)	Amount of Conversion 	Aggregate Principal Amount Remaining Subsequent to Conversion (or original Principal Amount) 	Company Attest 
	 

         
	 	 	 
	 

         
	 	 	 
	 

         
	 	 	 
	 

         
	 	 	 
	 

         
	 	 	 
	 

         
	 	 	 
	 

         
	 	 	 
	 

         
	 	 	 
	 

         
	 	 	 






 


 



     


    	 



    

Annex I – Form of Warrant


 


Annex I –
Form of Warrant


  


“THIS WARRANT AND THE SECURITIES ISSUABLE
UPON EXERCISE OF THIS WARRANT ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”


 


“TRANSFER OF THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION
UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS
IN COMPLIANCE WITH THE SECURITIES ACT.”


 


COMMON STOCK PURCHASE WARRANT


 


EVENT
CARDIO GROUP, INC.


 


Warrant Shares: (Number to be inserted upon issuance)


 


Initial Exercise Date: ____ __, 20__


 


THIS COMMON STOCK
PURCHASE WARRANT (the “Warrant”) certifies that, for value received, MEDPAC ASIA PACIFIC PTY. LTD. (Australian
Company Number 604 389 577). (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise
and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”)
and on or prior to the close of business on the three year anniversary of the Initial Exercise Date (the “Termination
Date”) but not thereafter, to subscribe for and purchase from Event Cardio Group, Inc., a Nevada corporation (the “Company”),
up to ______ shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the
“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(b).


 


Section 1. Definitions.
Capitalized terms used herein without definition shall have the following meaning:


 


“Business
Day” means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any
day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Original
Issue Date” means the date of the first issuance of the Notes, regardless of any transfers of any Note and regardless
of the number of instruments which may be issued to evidence such Notes.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 



     


    	 



    




“Trading
Day” means a day on which the principal Trading Market is open for business.


 


“Trading
Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
the New York Stock Exchange or the OTC Bulletin Board.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg
L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time); (b) if the Common Stock
is not then listed or quoted for trading on a Trading Market and if prices for the Common Stock are then reported in the “Pink
Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices),
the most recent bid price per share of the Common Stock so reported; or (c) in all other cases, the fair market value of
a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable
to the Company.


 


Section
2.Exercise.


 


a)  Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any
time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly
executed facsimile copy of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may
designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company);
and, within three Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received
payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United
States bank. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant
to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised
in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three Trading Days of the
date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion
of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant
Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company
shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver
any objection to any Notice of Exercise Form within three Business Days of receipt of such notice. In the event of any dispute
or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. The Holder
and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following
the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any
given time may be less than the amount stated on the face hereof.


 


b)  Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $0.15, subject to adjustment
hereunder (the “Exercise Price”).


 


c)
Cashless Exercise. This Warrant also may be exercised by means of a “cashless exercise” in which the Holder
shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B)
(X)] by (A), where:


 


(A) = the VWAP
on the Trading Day immediately preceding the date of such election;


 


(B) = the Exercise
Price of this Warrant, as adjusted; and


 


(X) = the number of Warrant Shares issuable upon exercise of
this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.


 



     


    	 



    




d)  
Mechanics of Exercise.


 


i. Authorization of Warrant Shares. The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free
from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).


 



ii. Delivery of Certificates Upon Exercise. Certificates
for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder by crediting the account
of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”)
system if the Company is a participant in such system, and otherwise by physical delivery to the address specified by the Holder
in the Notice of Exercise within 3 Trading Days from the delivery to the Company of the Notice of Exercise Form, surrender of
this Warrant (if required) and payment of the aggregate Exercise Price as set forth above (“Warrant Share Delivery Date”).
This Warrant shall be deemed to have been exercised on the date the Exercise Price is received by the Company. The Warrant Shares
shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have
become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised by payment to the Company
of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant
to Section 2(e)(vii) prior to the issuance of such shares, have been paid.


 


iii. Delivery of New Warrants Upon Exercise. If this
Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate,
at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing
the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant.


                                                                                       


iv. No Fractional Shares or Scrip. No fractional shares
or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which
Holder would otherwise be entitled to purchase upon such exercise, the Company shall at its election, either pay a cash adjustment
in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next
whole share.


                                                                                         


v. Charges, Taxes and Expenses. Issuance of
certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental
expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and
such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however,
that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant
when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and
the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax
incidental thereto.


                                                                                      


vi. Closing of Books. The Company will not close its
stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.


 


Section 3.Certain
Adjustments.


 



     


    	 



    




a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (A) pays a stock dividend or
otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company
upon exercise of this Warrant), (B) subdivides outstanding shares of Common Stock into a larger number of shares, (C) combines
(including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issues by
reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares,
if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted.
Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date
in the case of a subdivision, combination or re-classification.


 


b) Fundamental Transaction. If, at any time while
this Warrant is outstanding, (A) the Company effects any merger or consolidation of the Company with or into another Person,
(B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (C)
any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of
Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (D) the Company
effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property (each “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for
each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental
Transaction, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the
surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a
result of such merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which
this Warrant is exercisable immediately prior to such event. For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall
apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of
any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the
securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as
to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the
extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental
Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the
Holder’s right to exercise such warrant into Alternate Consideration. The terms of any agreement pursuant to which a
Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the
provisions of this Section 3(b) and insuring that this Warrant (or any such replacement security) will be similarly adjusted
upon any subsequent transaction analogous to a Fundamental Transaction. Notwithstanding anything to the contrary, in the
event of a Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined
in Rule 13e-3 under the Securities Exchange Act of 1934, as amended, or (3) a Fundamental Transaction involving a person or
entity not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq
Capital Market, the Company or any successor entity shall pay at the Holder’s option, exercisable at any time
concurrently with or within 30 days after the consummation of the Fundamental Transaction, an amount of cash equal to the
value of this Warrant as determined in accordance with the Black-Scholes option pricing formula using an expected volatility
equal to the 100 day historical price volatility obtained from the HVT function on Bloomberg L.P. as of the trading day
immediately prior to the public announcement of the Fundamental Transaction. 


 


c)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share,
as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as
of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 



     


    	 



    




d) Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then current Exercise
Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


e) 
Notice to Holder.


                                                                                            


i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any
provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such
adjustment and setting forth a brief statement of the facts requiring such adjustment. If the Company enters into a Variable Rate
Transaction (as defined in the Purchase Agreement) despite the prohibition thereon in the Purchase Agreement, the Company shall
be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which
such securities may be converted or exercised.


                                                                                         


ii. Notice to Allow Exercise by Holder. If (A) the Company
shall declare a dividend (or any other distribution in whatever form) on the Common Stock; (B) the Company shall declare a special
nonrecurring cash dividend on or a redemption of the Common Stock; (C) the Company shall authorize the granting to all holders
of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights;
(D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock,
any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of
the Company, of any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property; (E)
the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company;
then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant
Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,
or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that
holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other
property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure
to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required
to be specified in such notice. The Holder is entitled to exercise this Warrant during the 20-day period commencing on the date
of such notice to the effective date of the event triggering such notice.


 


Section 4.Transfer
of Warrant.


 


a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d)
hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without
limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office
of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached
hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making
of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly
be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having
a new Warrant issued.


 


b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued,
signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved
in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants to be divided or combined in accordance with such notice.


 



     


    	 



    




c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose
(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and
treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the contrary.


 


d) Transfer Restrictions. If, at the time of the surrender
of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered
pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky
laws, the Company may require, as a condition of allowing such transfer, that (i) the Holder or transferee of this Warrant,
as the case may be, furnish to the Company a written opinion of counsel acceptable to the Company (which opinion shall be in
form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may
be made without registration under the Securities Act and under applicable state securities or blue sky laws, and (ii) the
Holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company,
and (iii) the transferee be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or
(a)(8) promulgated under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a)
promulgated under the Securities Act.


 


Section 5.Miscellaneous.


 


a)
No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights
as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(e)(ii).


 


b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case
of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 


c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next
succeeding Business Day.


 


d) Authorized Shares.


 


The Company
covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged
with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the
exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure
that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of the Trading Market upon which the Common Stock may be listed.


 


Except and to the extent as waived or consented to by the
Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or
through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor
upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the
exercise of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its
obligations under this Warrant.



     


    	 



    




 Before taking any action which would result in an adjustment
in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having
jurisdiction thereof.


 


e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall
be determined in accordance with the provisions of the Purchase Agreement.


 


f) Restrictions. The Holder acknowledges that the Warrant
Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and
federal securities laws.


 


g) Nonwaiver and Expenses. No course of dealing or any
delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice
Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date.
If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages
to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.


 


h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company
shall be delivered in accordance with the notice provisions of the Purchase Agreement.


 


i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant
to purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability
of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.


 


j) Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and
not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 


k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.


 


l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company
and the Holder.


 


m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.


 


n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be
deemed a part of this Warrant.


 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	 	 	EVENT CARDIO GROUP, INC.
	 	 	 
	 	 	By:/s/ John Bentivoglio
	 	 	John Bentivoglio
	 	 	President and CEO  






     


    	 



    

NOTICE OF EXERCISE


 


To:
EVENT CARDIO GROUP, INC.


 


 (1) The undersigned hereby elects
to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full),
and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2) Payment shall
take the form of (check applicable box):


 


[ ] in lawful money of the United
States; or


 


[ ] the cancellation of such
number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant
with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection
2(c).


 


(3) Please issue
a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified
below:


_______________________________


  


The Warrant Shares shall be delivered to the
following DWAC Account Number or by physical delivery of a certificate to:


 


_______________________________


 


_______________________________


 


_______________________________


 


(4) Non-US_Person.
The undersigned is an not a “US Person” as defined in Rule 902 (k) of Regulation S promulgated under the Securities
Act of 1933, as amended.


 


[SIGNATURE OF HOLDER]


 


	Name of Investing Entity:
	 
	
	Signature of Authorized Signatory of Investing Entity: 
	 
	
	Name of Authorized Signatory:
	 
	
	Title of Authorized Signatory:
	 
	
	Date:
	 
	




 



     


    	 



    




 ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.) 


 


FOR VALUE RECEIVED,
[____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 





		Whose address is
	 	 	 	 
	
	.
	 	 	 
	 	Dated: 		,
	 	 	 
	 	Holder’s Signature: 	
	 	Holders Address: 	 
	 	 	 
	 	 	 
	Signature Guaranteed: 	



 


 


NOTE: The signature to this Assignment Form
must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing Warrant.